Blue Water Acquisition Corp III-A美股招股说明书(2025-06-11版)

Blue Water Acquisition Corp. III 22,000,000Units Blue Water Acquisition Corp. III is a blank check company incorporated as a Cayman Islands exempted company and formed for thepurpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar businesscombination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We havenot selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions,directly or indirectly, with any business combination target. We may pursue an initial business combination in any business or industry. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary shareand one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at aprice of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants willbe issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable at the later of 12months from the closing of this offering and 30 days after the completion of our initial business combination, and will expire fiveyears after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. Theunderwriters have a 45-day option from the date of this prospectus to purchase up to an additional 3,300,000 units to cover over-allotments, if any. We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public companyreporting requirements. No offer or invitation to subscribe for securities may be made to the public in the Cayman Islands. We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against,our initial business combination, all or a portion of their Class A ordinary shares that are sold as part of the units in this offering, whichwe refer to collectively as our public shares, upon the completion of our initial business combination at a per-share price, payable incash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to theconsummation of our initial business combination, including interest earned on the funds held in the trust account, less taxes payable(but without deduction for any excise or similar tax that may be due or payable), divided by the number of then outstanding publicshares, subject to the limitations and on the conditions described herein. We will not use the proceeds placed in the trust account, or theinterest earned on the proceeds placed in the trust account, to pay for possible excise tax or any other similar tax that may be levied onus pursuant to any current, pending or future rules or laws, including any excise tax due under the Inflation Reduction Act of 2022 onany redemptions or stock buybacks by us, prior to the release of such funds from the trust account upon our initial businesscombination.See“Summary — The Offering — Redemption rights for public shareholders upon completion of our initialbusiness combination” and “Summary — The Offering — Redemption of public shares and distribution and liquidation if noinitial business combination” for more information. Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do notconduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restatedmemorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any otherperson with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% ofthe shares sold in this offering without our prior consent. However, we would not be restricting our shareholders’ ability to vote all oftheir shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or againstour initial business combination.See “Summary — The Offering — Limitation on redemption rights of shareholders holding15% or more of the shares sold in this offering if we hold shareholder vote” for further discussion on certain limitations onredemption rights. Our sponsor, Blue Water Acquisition III LLC, and BTIG, LLC, the representative of the underwriters, have committed to purchase anaggregate of 620,000 units, or “private placement units” (or 683,000 private placement units if the underwriters’ over-allotment optionis exercised in full